How-To Geek

Install XP Mode with VirtualBox Using the VMLite Plugin

Would you like to run XP Mode, but prefer Sun’s VirtualBox for virtualization?  Thanks to the free VMLite plugin, you can quickly and easily run XP Mode in or alongside VirtualBox.

Yesterday we showed you one method to install XP Mode in VirtualBox, unfortunately in that situation you lose XP’s activation, and it isn’t possible to reactivate it. Today we show you a tried and true method for running XP mode in VirtualBox and integrating it seamlessly with Windows 7.

Note: You need to have Windows 7 Professional or above to use XP Mode in this manner.

Install XP Mode

Make sure you’re logged in with Administrator rights for the entire process. The first thing you’ll want to do is install XP Mode on your system (link below). You don’t need to install Windows Virtual PC.


Go through and install XP Mode using the defaults.


Install VirtualBox

Next you’ll need to install VirtualBox 3.1.2 or higher if it isn’t installed already. If you have an older version of VirtualBox installed, make sure to update it.


During setup you’re notified that your network connection will be reset.


Check the box next to Always trust software from “Sun Microsystems, Inc.” then click Install.


Setup only takes a couple of minutes, and does not require a reboot…which is always nice.


Install VMLite XP Mode Plugin

The next thing we’ll need to install is the VMLite XP Mode Plugin. Again Installation is simple following the install wizard.


During the install like with VirtualBox you’ll be asked to install the device software.


After it’s installed go to the Start menu and run VMLite Wizard as Administrator.


Select the location of the XP Mode Package which by default should be in C:\Program Files\Windows XP Mode.


Accept the EULA…and notice that it’s meant for Windows 7 Professional, Enterprise, and Ultimate editions.


Next, name the machine, choose the install folder, and type in a password.


Select if you want Automatic Updates turned on or not.


Wait while the process completes then click Finish.


The VMLite XP Mode will set up to run the first time.


That is all there is to this section. You can run XP Mode from within the VMLite Workstation right away.


XP Mode is fully activated already, and the Guest Additions are already installed, so there’s nothing else you need to do!  XP Mode is the whole way ready to use.


Integration with VirtualBox

Since we installed the VMLite Plugin, when you open VirtualBox you’ll see it listed as one of your machines and you can start it up from here.


Here we see VMLite XP Mode running in Sun VirtualBox.


Integrate with Windows 7

To integrate it with Windows 7 click on Machine \ Seamless Mode…


Here you can see the XP menu and Taskbar will be placed on top of Windows 7. From here you can access what you need from XP Mode.


Here we see XP running on Virtual Box in Seamless Mode. We have the old XP WordPad sitting next to the new Windows 7 version of WordPad.


This works so seamlessly you forget if your working in XP or Windows 7. In this example we have Windows Home Server Console running in Windows 7, while installing MSE from IE 6 in XP Mode.


At the top of the screen you will still have access to the VMs controls.


You can click the button to exit Seamless Mode, or simply hit the right “CTRL+L”



This is a very slick way to run XP Mode in VirtualBox on any machine that doesn’t have Hardware Virtualization. This method also doesn’t lose the XP Mode activation and is actually extremely easy to set up.

If you prefer VMware (like we do), Check out how to run XP Mode on machines without Hardware Virtualization capability, and also how to create an XP Mode for Vista and Windows 7 Home Premium.


Download XP Mode

Download VirtualBox

Download VMLite XP Mode Plugin for VirtualBox (Site Registration Required)

Brian Burgess worked in IT for 10 years before pursuing his passion for writing. He's been a tech blogger and journalist for the past seven years, and can be found on his about me page or Google+

  • Published 03/5/10

Comments (20)


    So although its breaking license conditions can this be done using Windows 7 Home Premium?

  2. rlocone

    I love virtualbox, but they haven’t fixed the copy/pasting problem yet.

  3. Bruce

    Its not only this article but all the information that you send out in your newsletter is outstanding. I look forward to see it in my mailbox every day. I also tell all of my friends about it to. Thank you very much.

  4. JDB

    This is awesome! Now I can run 3d acceleration games that don’t work with Win7 …

    Just a note: when I ran this install, VMLite didn’t automatically start up after I finished the wizard. I needed to start it manually. But in order to make sure it finishes installation correctly, it needs to be run as an administrator.

  5. Hawk

    Unfortunately it works in the Home Premium. :(

  6. David

    Thank you for these extremely helpful articles. I am however slightly confused and I hope you can help.

    What is the difference between VMware and VirtualBox and which should I opt for?

    Many thanks

  7. Hansen

    Could this XP Mode machine be run from VirtualBox on a Mac?

    I own a Windows 7 Professional license, and use Win7 on my PC. I have no use for the XP Mode on my PC. However I would like to use XP Mode on my Mac, so I don’t need to buy a separate Windows license (since I already paid for the XP Mode).

    Is this technically possible?

  8. chukked

    very accurate and helpful article.
    can we also have an article on how to install and run multiple antivirus (avast, antivir, avg) using xp mode

  9. gaga

    I`m having a problem with VMLite plugin everytime i try to launch it as an admin or as a regular user i get this error ?

  10. kosa351

    VMLiteWorkstationPluginSetup.exe not detected in my HDD VirtualBox v3.2.8 (windows 7 x64). Why?

  11. Justin

    Im gettting the same error, i think, as kosa351…

    When I try running VMLiteWorkstationPluginSetup.exe as Administrator, it does not recognize my Virtual Box Installation (v3.28 win 7 Pro x64) Any ideas?

  12. chiefwhosm

    It’s because the plugin is for 3.2.6 (according to the plugin download page)


  13. chiefwhosm

    My apologies I was wrong, 3.2.8 works just fine, but you may (if you are like me) have downloaded the file “XP Mode Plugin” which sounds right, but is in fact the wrong download.

    You’re actually after the:



  14. CPP

    this damm TUrboC doesn’t run in full screen on non of them.

  15. irmanf

    is it work for newer virtual box ?

  16. Yuvraj Talukdar


  17. Teddy Salad

    +1 to Yuvraj
    although I suspect I had a problem one step before that…
    “setting up VMLite XP Mode for first use” got the the end of the green bar and then did nothing for 1 hour.

    I terminated the VMLite setup and then when running I received the Kernel error message

    Any comments?

  18. John Trenholme

    This procedure no longer works (at least in Win7, which I’m using). Oracle has bought Sun and “SunVirtualBox” is now “Oracle VirtualBox.” However, the VMLite XP Mode plugin insists that “Sun VirtualBox” be installed before it will install. I then thought to install the entire VMLite Workstation, but it (unlike VMLite XP Mode) sees the “Oracle VirtualBox” and warns of conflicts unless VirtualBox is uninstalled. I (and probably most of us) don’t want to do that. I’ve gone to the VMLite forums and requested a fix, and it might help if others did the same (there’s a forum topic on this problem).

  19. Matthew Midgett

    Once you can see this listed in virtualbox can you export the appliance and use it on another host just using virtualbox?

  20. SteveS

    After fighting with this for 2 days, I finally got it to work with the latest VirtualBox by doing this:
    Download and install XP Mode as per above.

    Download and install older 3.1.2 version of VirtualBox from here:

    Download and install VMLiteWorkstationPluginSetup.exe from here (requires you to register first):

    Go through the process of creating the VM as described above. Then, shutdown the VM you just created and close VirtualBox.

    Download and install the latest version of VirtualBox and the Extension Pack. Start up your XPMode VM and install the GuestAdditions. Everything should be good from here, activation and all. At least it did for me. Good luck.

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